EANS-General Meeting: Rosenbauer International AGResolutions of the General
Meeting

26.05.2014 – 11:32

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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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Publication of the resolution of Agenda Item 8 of the 22nd Annual General
Meeting of the Rosenbauer International AG on May 23, 2014 to authorize the
Executive Board
a) to buy back the Company's shares pursuant to § 65 Sect. 1 Clauses 4 and 8 and
Sect. 1a and Sect. 1b of AktG (the Austrian Stock Corporation Act), both on the
stockmarket and over-the-counter, to a maximum extent of 10% of the nominal
share capital;
b) pursuant to § 65 Sect. 1b of AktG, to decide another mode of disposal for
selling or utilizing the Company's own shares, i.e. other than by way of the
stockmarket or a public offering, while applying - "mutatis mutandis" - the
rules on the exclusion of shareholders' subscription rights;
c) to decrease the nominal share capital by redeeming these own shares with no
further resolution of the General Meeting;
all the above rescinding the authorization most recently granted to the
Executive Board by resolution of the General Meeting on May 25, 2012 as per item
7 of the said Meeting's agenda.
The 22nd Annual General Meeting of the Rosenbauer International AG on May 23,
2014 has resolved that: Pursuant to § 65 Sect. 1 Clauses 4 and 8 and Sect. 1a
and 1b of AktG (the Austrian Stock Corporation Act), the Executive Board is to
be authorized to acquire - both on the stock exchange and over-the-counter -
bearer non-par-value shares of the Company amounting to a maximum of 10% of the
Company's nominal share capital during a 30-month validity period from May 23,
2014. The lowest counter-value may not be more than 20% below the average
stockmarket closing price of the last 3 trading days preceding the acquisition
of the shares, and the highest counter-value may not be more than 10% above this
average closing price. Trading in the Company's own shares is not admissible as
a purpose of such acquisition. The authorization may be exercised in whole or in
part, or in several partial amounts and in the pursuit of one or more
objectives, by the Company, by a subsidiary (§ 228 Sect. 3 of UGB (Austrian
Company Code) or by third parties for the Company's account. The Executive Board
of Rosenbauer International AG may decide to acquire the shares on the stock
exchange, although the Supervisory Board must subsequently be advised of this
decision. Over-the-counter acquisition is subject to the prior approval of the
Supervisory Board. For a five-year period from May 23, 2014, the Executive Board
is authorized pursuant to § 65 Sect. 1b AktG to decide - with the approval of
the Supervisory Board - another mode of disposal for selling or utilizing the
Company's own shares, i.e. other than by way of the stockmarket or a public
offering, while applying - "mutatis mutandis" - the rules on the exclusion of
shareholders' subscription rights, and to lay down the conditions of sale. The
authorization may be exercised in whole or in part, or in several partial
amounts and in the pursuit of one or more objectives, by the Company, by a
subsidiary (§ 228 Sect. 3 of UGB (Austrian Company Code) or by third parties for
the Company's account, especially (i) for the purposes of implementing an
employee share scheme, including for members of the Executive Board and for
senior managers, or a stock-option plan for employees, including for members of
the Executive Board and for senior managers of the Company or of its affiliates,
or (ii) as valuable consideration in connection with the acquisition of
enterprises, business operations, operating units or stakes in one or more
companies either in or outside Austria. The Executive Board is further
authorized to decrease the nominal share capital where necessary, by redeeming
these own shares with no further resolution of the General Meeting but with the
approval of the Supervisory Board, pursuant to § 65 Sect. 1 Clause 8 (last
sentence) in conjunction with § 122 of AktG (Austrian Stock Corporation Act).
The Supervisory Board is authorized to adopt amendments to the Articles of
Association which may be necessitated by the redemption of shares. All the above
shall imply rescinding the authorization most recently granted to the Executive
Board by resolution of the General Meeting on May 25, 2012 as per item 7 of the
said Meeting's agenda.
Further inquiry note:
Rosenbauer International AG
Mag. Gerda Königstorfer
Tel.: 0732/6794-568
gerda.koenigstorfer@rosenbauer.com
end of announcement euro adhoc
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issuer: Rosenbauer International AG
Paschingerstrasse 90
A-4060 Leonding
phone: +43(0)732 6794 568
FAX: +43(0)732 6794 89
mail: ir@rosenbauer.com
WWW: www.rosenbauer.com
sector: Machine Manufacturing
ISIN: AT0000922554
indexes: WBI, ATX Prime
stockmarkets: free trade: Berlin, Stuttgart, official market: Wien
language: English